Business Law and Practice - Company Decisions Checklist Grid (82% achieved in exam). Notes from textbook notes, workshop notes, exam and past papers/answers.
Company Decisions Checklist Grid
Always see the SPECIAL ARTICLES to see if that applies and not the MODEL
ARTICLES/COMPANIES ACT - Given the facts, the company has adopted an un-
amended model articles of association (standard model articles) and there is nothing
different stated in terms of the procedure for changing / doing X. Therefore, the change of
name of the company would need to be passed by special resolution / ordinary
resolution / majority vote.
BOARD RESOLUTIONS
WHAT Power of / Type of Authority Note/ Admin/
Decision Who Resolution CA /+ MA +/ Case Law Filing
decides
Change Board of Board S87(1) - CA 2006 = Change of address of External
registered directors resolution registered office. - Form AD01 -
office notice of the
(1) A company may change the address of
address change of
its registered office by giving notice to the
registrar. Where the CA says that a company registered office
can do X – then this means that this is a under s87(1)
decision of the directors collectively. change of
Notes: sometimes CA may say “by resolution registered office.
of the members” or “by special resolution of Needs to be done
the shareholders” = then this would be a until the end of
resolution by shareholders. the period of 14
days (which
Administrative requirements: begins with the
(2) The change takes effect upon the notice date of
being registered by the registrar, but until the registration of the
end of the period of 14 days beginning with change) S87(2)
the date on which it is registered a person - Change is
may validly serve any document on the effective upon
company at the address previously notice being
registered. registered by the
registrar
(3) For the purposes of any duty of a Internal
company — - New registered
(a) to keep available for inspection at its address must
registered office any register…. or other appear on all
document, or business letters,
(b) to mention the address of its registered order forms,
office in any document, a company …..may websites, emails
act on the change as from such date, not and the
more than 14 days after the notice is given.... registered.
- Companies
Procedure Plan (Trading
BM - The board will resolve to: Disclosure)
1. Change the registered address / IT WAS Regulation 2008
RESOLVED that the registered office of the - Need to change
Company be changed to [address] and that address on all
the Registrar of Companies be notified of this websites If not, s
, change in the prescribed manner.] 10 – offence, fine!
Minutes
- MA 15, s248(2):
minutes of board
meetings for 10
years.
Grant Board of Board Model Article 3 – Directors general Internal
director a directors resolution management power - Subject to the articles, - Once the service
service the directors are responsible for the contracts are
contract* management of the company’s business, for executed, they
which purpose they may exercise all the must be kept and
[*Not with a powers of the company be available for
guaranteed inspection at the
term over 2 Model Article 19 - Directors’ remuneration registered office
years] – in for the duration of
(1) Directors may undertake any services for
this case it is the 2 years, plus
the company that the directors decide.
a guaranteed one year as per
term of (2) Directors are entitled to such section 228 CA.
exactly 2 remuneration as the directors determine—
years. Minutes
(a) for their services to the company as
Therefore, - MA 15, s248(2):
directors, and
section 188 minutes of board
of CA 2006 (b) for any other service which they meetings for 10
is not undertake for the company. years
relevant. -
(3) Subject to the articles, a director’s
remuneration may—
(a) take any form, and
(b) include any arrangements in connection
with the payment of a pension, allowance or
gratuity, or any death, sickness or disability
benefits, to or in respect of that director.
(4) Unless the directors decide otherwise,
directors’ remuneration accrues from day to
day.
(5) Unless the directors decide otherwise,
directors are not accountable to the company
for any remuneration which they receive as
directors or other officers or employees of
the company’s subsidiaries or of any other
body corporate in which the company is
interested.
Change Board of Board Section 392 of CA 2006 - Alteration of External:
accounting directors resolution accounting reference date - Accounting
reference reference notice
date (1) A company may by notice given to the has to be filed
registrar specify a new accounting reference within the
date in relation to – Registrar of
(a)the company's current accounting Companies using
reference period and subsequent periods, or Form AA01 under
under s392(1).
(b)the company's previous accounting
, reference period and subsequent periods.
Note: A company's “previous accounting Internal:
reference period” means the one
- MA 15, s248(2):
immediately preceding its current accounting
minutes of board
reference period.
meetings for 10
Power to change the accounting reference years
date – subsection 1 states that company
MAY specify a new accounting reference - When change
date = its collective power of the directors. effective
Also note – “notice” in subsection 1 means - Change allowed on
that once the directors have passed their facts?
board resolution to change the accounting - Filing deadline
reference date – this will need to be effected (s392(4))
by giving “notice” to the Registrar – i.e. filing
notice at Companies House.
(3) A notice extending a company’s current
or previous accounting reference period is
not effective if given less than five years after
the end of an earlier accounting reference
period of the company that was extended
under this section….. We know that the
Company has changed its accounting
reference date before – this was in 2003 so
17 years ago. There is no problem here.
Filing Deadline
(4) A notice under this section may not be
given in respect of a previous accounting
reference period if the period for filing
accounts…. for the financial year determined
by reference to that accounting reference
period has already expired. The current
accounting reference period which is to be
extended, would end on 31st December – so
deadline for filing the notice in the Register is
the deadline for filing the company’s
accounts for the periods up to 31st
December. This won’t be a problem as the
company will file the notice as soon as
possible
(5) An accounting reference period may not
be extended so as to exceed 18 months and
a notice under this section is ineffective if the
current or previous accounting reference
period as extended in accordance with the
notice would exceed that limit. No problem
here – we know that the accounting
reference will be extended to the 31st March
so it’s going to be extended by 3 moths so
the current accounting reference period will
be 15 months.
Procedure Plan
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